Exhibit 4.5
CONSULTING SERVICES CONTRACT
This consulting services agreement ("Consulting Agreement") is made as of
this 15th day of November, 2002
Between:
Xxxxx Xxxxx, (hereinafter referred to as "Kitts" or "Consultant"), 0000
Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000
And:
Moderngroove Entertainment Inc., 0000 X. Xxxxxxx Xxxxxxxxxx Xxxxx 0000,
Xxxxxxxxxx, XX 00000; (referred to herein as the "Company" or "Issuer"),
Kitts and Company collectively sometimes herein referred to as the
"Parties". The Parties hereto, for the sum of Ten ($10.00) Dollars and
other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, hereby agree as follows:
WHEREAS the Company (a Nevada corporation) is a fully reporting company
whose securities are traded on the Over-the-Counter Bulletin Board under
the ticker symbol "MODG";
AND WHEREAS Xx. Xxxxx Xxxxx, is in the business of consulting with
private and public companies regarding issues of business development,
management reorganization, and merger and acquisition strategies;
AND WHEREAS the Company wishes to retain Kitts as a non-exclusive
corporate consultant.
IT IS, THEREFORE AGREED that:
1. Services.
The Company shall retain Kitts to provide general corporate consulting
services which may include, but not be limited to:
o assistance in the review and evaluation of potential merger candidates,
o assistance in negotiating the terms of a merger or reorganization,
o assistance in evaluating and analyzing the Company's specific industry
and its competitors,
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o such other related business advice on such matters as may be agreed between
the Parties from time to time
Kitts shall agree to devote such business time and attention thereto
as it shall determine is required.
The Company understands that any and all suggestions, opinions or advice
given to the Company by Kitts are advisory only and the ultimate
responsibility, liability and decision regarding any action(s) taken or
decisions made lies solely with the Company and not with Kitts.
2. Term.
The term of this Consulting Agreement shall be for a period of one year
from the date hereof (the "Term").
3. Compensation.
As consideration for the Services provided by Consultant, the Company shall
pay to Consultant the following fees:
(a) Fees. The Company shall pay to Consultant a fee of Sixty-four thousand
eight hundred eighty-eight dollars ($64,888.00) or issue three million two
hundred forty-four thousand four hundred forty-five (3,244,445) free trading
common stock, par value $0.001 per share, registered with the U.S.
Securities and Exchange Commission on Form S-8 in lieu of cash payment.
(b) The Shares to be issued shall be fully paid non-assessable registered
shares.
4. Arbitration.
The parties hereby agree that any and all claims (except only for requests
for injunctive or other equitable relief) whether existing now, in the past
or in the future as to which the parties or any affiliates may be adverse
parties, and whether arising out of this Consulting Agreement or from any
other cause, will be resolved by arbitration before the American Arbitration
Association within the State of Nevada. The parties hereby irrevocably
consent to the jurisdiction of the American Arbitration Association and the
situs of the arbitration (and of any action for injunctive or other
equitable relief) within the State of Nevada. Any award in arbitration
may be entered in any domestic or foreign court having jurisdiction over
the enforcement of such awards. The law applicable to the arbitration and
this Consulting Agreement shall be that of the State of Nevada, determined
without regard to its provisions which would otherwise apply to a question
of conflict of laws.
5. Issuers Representations and Warranties.
Issuer hereby represents and warrants to Consultant that:
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5.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and
subsisting under the laws of the jurisdiction in which it was organized.
5.2 Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and
binding agreement of Issuer enforceable in accordance with its terms
against Issuer, except as such enforceability may be limited by principles
of public policy, and subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable
remedies.
6. Miscellaneous.
6.1 Assignment. This Agreement is not transferable or assignable.
6.2 Execution and Delivery of Agreement. Each of the parties shall be
entitled to rely on delivery by fax transmission of an executed copy of
this agreement by the other party, and acceptance of such fax copies shall
create a valid and binding agreement between the parties.
6.3 Titles. The titles of the sections and subsections of this agreement
are for the convenience of reference only and are not to be considered in
construing this agreement.
6.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
6.5 Entire Agreement. This agreement constitutes the entire agreement
and understanding between the parties with respect to the subject matters
herein and supersedes and replaces any prior agreements and understandings,
whether oral or written, between them with respect to such matters.
6.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above mentioned.
MODERNGROOVE ENTERTAINMENT INC.
By: /s/ Xxxx Xxxx
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Xxxx Xxxx, CEO
AGREED AND ACCEPTED
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
3,244,445 Shares. Number of Shares to be issued
to Xxxxx Xxxxx pursuant to this agreement.
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